January 12, 2012
Exhibit 10.3B
January 12, 2012
Mr. Xxxxx Xxxxx
0000 X. Xxxxxxxx Xxx
Xxxxxxxxx, XX 00000
Re: Amendment No. 2 to Amended and Restated Employment Agreement
Dear Xxxxx:
You (the “Executive”) and LifeLock, Inc., a Delaware corporation (the “Company”), are parties to that certain Amended and Restated Employment Agreement dated effective May 11, 2011 (as amended, the “Employment Agreement”). Each capitalized term not expressly defined in this letter (this “Amendment No. 2”) shall have the meaning assigned that term in the Employment Agreement.
Under the terms of Section 2.4 of the Employment Agreement, the Executive and the Company agreed that the Company would reimburse the Executive for temporary living expenses and certain round-trip airfare between Phoenix, Arizona and Denver, Colorado, in an aggregate amount not to exceed $4,500 per month, until December 31, 2011. The Executive has requested that the Company extend the reimbursement of temporary living expenses and certain round-trip airfare between Phoenix, Arizona and Denver, Colorado until June 30, 2012, at which time the Executive hopes to have relocated to the greater Phoenix, Arizona metropolitan area.
The Company and the Executive mutually desire to continue the employment relationship between the Company and the Executive upon the terms and conditions of the Employment Agreement as amended herein. Accordingly, the Company and the Executive have therefore agreed to amend the Employment Agreement as follows:
(A) Section 2.4 of the Employment Agreement, entitled “Relocation,” is hereby amended by deleting the same in its entirety and substituting in its place and stead the following new Section 2.4:
“2.4 Relocation.
(a) Relocation Expenses. Upon the submission of reasonable and satisfactory supporting documentation by the Executive, the Company shall reimburse the Executive for all reasonable expenses actually paid or incurred by the Executive in the course of relocating Executive and his family and their household belongings from Denver, Colorado to Phoenix, Arizona, including the shipment of household goods (including two vehicles), one round-trip air transportation for the Executive and his family to look for a home in the Phoenix, Arizona metropolitan area, and one one-way air transportation for the Executive and his family to move to the Phoenix, Arizona metropolitan area.
(b) Temporary Living Expenses and Airfare. Until June 30, 2012, the Company shall reimburse the Executive for (i) temporary living expenses and (ii) one round-trip, coach airplane ticket per week for the Executive to travel between Phoenix, Arizona and Denver, Colorado, and related reasonable expenses such as transportation to and from the airport and parking at the airport, in an aggregate amount not to exceed $4,500 per month (collectively, the “Expenses”).
Mr. Xxxxx Xxxxx
January 12, 2012
Page 2
(c) Timely Relocation Bonus. To incentivize the Executive to relocate his permanent residence and domicile to, and to reside on a full-time basis in, the greater Phoenix, Arizona metropolitan area on a timely basis (the “Relocation”), the Company shall pay the Executive a one-time lump sum incentive payment equal to the difference between (i) $75,000.00 and (ii) the aggregate amount of Expenses for which the Executive is reimbursed from January 1, 2012 through the Relocation Date (as defined below), provided that the Relocation Date has occurred by June 30, 2012. Such incentive payment shall be paid to the Executive within 15 days of the date of Executive’s delivery of satisfactory evidence to the CEO (such date, the “Relocation Date”) no later than June 30, 2012 that the Executive has met the conditions set forth in this Section 2.4(c).
(d) Taxes. The reimbursements set forth in this Section 2.4 shall be subject to applicable withholding and other taxes.”
(B) The effective date of this Amendment No. 2 shall be January 1, 2012.
(C) Each of the Company and the Executive expressly acknowledge and agree that: (a) except as modified by this Amendment No. 2, the Employment Agreement (as so amended) shall remain in full force and effect; and (b) each of the Company and the Executive have received good and sufficient consideration from each other for its and his execution and delivery of this Amendment No. 2.
If this Amendment No. 2 correctly details the terms of the amendment of the Employment Agreement as mutually agreed, please so indicate by signing and dating the enclosed duplicate copy of this Amendment No. 2, returning it to me, and retaining the original for the Executive’s personal files.
| Yours very truly, |
| /s/ Xxxx Xxxxx |
| Xxxx Xxxxx |
| Chairman, President and Chief Executive Officer |
| ACKNOWLEDGED AND AGREED TO: |
| /s/ Xxxxx Xxxxx |
| Xxxxx Xxxxx |
Dated: January 16, 2012
